exv4w24






Exhibit 4.24




Amendment of the Amended and Restated Final Funding Agreement dated 21 November 2006, as amended
(“FFA”)



In accordance with clause 29 (Amendment of this Deed) of the FFA, the parties to the FFA hereby
amend clause 9.10 of the FFA, with effect from the date of last execution, by inserting “and after
excluding the relevant corresponding non-current asset being the amount receivable from the
Performing Subsidiary under this deed” after the words “in each case after excluding all Asbestos
Liabilities (other than current Proven Claims)” and before the words “and the calculation of the
net assets pursuant to clause 9.10(b) shall be confirmed by the Approved Auditor.” in clause 9.10.



For the avoidance of doubt, the parties agree that clause 9.10 then reads as follows:





“For the purpose of determining the amounts to be deducted under clause 9.2(b) and
9.4(a)(iii), the net assets of the Liable Entities shall comprise:




	 	(a)	 	for the purposes of clause 9.2(b), an amount equal to the sum of:






	 	(i)	 	$26.7 million; and






	 	(ii)	 	any amounts (other than by way of loan) received by the
Trustee or a Liable Entity from any member of the JHINV Group between 30
September 2006 and the Commencement Date (whether under clause 17 or
otherwise).






	 	(b)	 	for the purposes of clause 9.4(a)(iii) for each Financial Year:






	 	(i)	 	the total assets of the Trustee and the Liable Entities as
at the end of that Financial Year (including, for the avoidance of doubt, any
amounts by way of Insurance and Other Recoveries determined in accordance
with clause 9.13(a) and properly recognised in the accounts as assets in
accordance with relevant accounting standards); less






	 	(ii)	 	the liabilities of the Trustee and Liable Entities as at
the end of that Financial Year,






in each case after excluding all Asbestos Liabilities (other than current Proven Claims)
and after excluding the relevant corresponding non-current asset being the amount
receivable from the Performing Subsidiary under this deed and the calculation of the net
assets pursuant to clause 9.10(b) shall be confirmed by the Approved Auditor.”


A term defined in the FFA, and not defined in this deed, has the same meaning when used in this
deed.



Clauses 1 (Definitions and Interpretation), 26 (Governing law and Jurisdiction) and 27
(Counterparts) of the FFA apply to this deed as if those provisions were set out in full in this
deed.




 









 





Executed as a deed: 11 June 2008




Signed by James Hardie Industries N.V.




	 	 	 	 	 	 	 	 	 	 	 
	/s/ Russell Chenu	 	 	 	/s/ Robert Cox	 	 
	 	 	 	 	 	 	 
	Name:

	 	Russell Chenu
	 	 	 	Name:
	 	Robert Cox	 	 
	Title:

	 	Managing Director
	 	 	 	Title:
	 	Managing Director	 	 






Signed by The Honourable John Hatzistergos MLC,

Attorney-General of New South Wales, for The State of New South Wales




	 	 	 	 	 
	 	 	 
	/s/ John Hatzistergos
 	 
	 



Signed by James Hardie 117 Pty Limited




	 	 	 	 	 	 	 	 	 	 	 
	/s/ Scott Barnett	 	 	 	/s/ Bruce Potts	 	 
	 	 	 	 	 	 	 
	Name:

	 	Scott Barnett
	 	 	 	Name:
	 	Bruce Potts	 	 
	Title:

	 	Director
	 	 	 	Title:
	 	Director	 	 






Signed by Asbestos Injuries Compensation Fund Limited in its capacity as trustee for the Charitable
Fund and the Discretionary Fund




	 	 	 	 	 	 	 	 	 	 	 
	/s/ Peter W. Baker	 	 	 	/s/ Joanne Marchione	 	 
	 	 	 	 	 	 	 
	Name:

	 	Peter W. Baker
	 	 	 	Name:
	 	Joanne Marchione	 	 
	Title:

	 	Director
	 	 	 	Title:
	 	Director